ex10-146.htm


    
      

    

    Exhibit 10.146

     

    
      
        		
                ROSS
      MILLER

              	 
      	 
      
	
                Secretary
      of State

              	 
      	 
      
	
                204
      North Carson Street, Ste 1

              	 
      	 
      
	
                Carson
      City, Nevada 89701-4299

              	 
      	 
      
	
                (755)
      684 5708

              	 
      	 
      
	
                Website:
      secretaryofstate.biz

              	
                Filed
      in the office of

              	
                Document
      Number

              
	 
      	
                

              	
                20080314219-60

              
	 
      	
                Ross
      Miller

              	
                Filing
      Date and Time

              
	 
      	
                Secretary
      of State

              	
                05/06/2008
      10:30 AM

              
	 
      	
                State
      of Nevada

              	
                Entity
      Number

              
	 
      	 
      	 
      	
                C5175-1997

              


      

      
        	
                 

                Certificate
      of Change Pursuant

                to
      NRS 78.209

                 

              	 
      


      

      


      
        	
                USE
      BLACK INK ONLY – DO NOT HIGHLIGHT

              	
                ABOVE
      SPACE IS FOR OFFICE USE ONLY

              


      

      


      Certificate of Change filed
Pursuant to NRS 78.209

      For Nevada Profit
Corporations

      


      1.         
Name of Corporation:

      
        	
                VYTERIS,
      INC.

              


      

       

      2.                 The
board of directors have adopted a resolution pursuant to NRS 78.209 and have
obtained any required approval of the stockholders.

       

      3.                 The
current number of authorized shares at the par value, if any, of each class or
series, if any, of shares before the change:

      
        	
                500,000,000
      shares of Common Stock, par value $0.001 per share; 50,000,000 shares of
      Preferred Stock, par value $0.0001 per share (the remainder of this
      section is continued on attached continuation
  sheet)

              


      

       

      4.                 The
number of authorized shares and the par value, if any, of each class or series,
if any, of shares after the change:

      
        	
                33,333,333
      shares of Common Stock, par value $0.015 per share; 50,000,000 shares of
      Preferred Stock, par value $0.0001 per share (the remainder of this
      section is continued on attached continuation
  sheet)

              


      

       

      5.                 The
number of shares of each affected class or series, if any, to be issued after
the change in exchange for each issued share of the same class or
series:

      
        	
                Each
      share of Common Stock issued and outstanding prior to the reverse split
      shall be split into and reconstituted as 1/15 of one share of Common
      Stock. Outstanding shares of Preferred Stock are not being split by this
      action.

              


      

       

      6.                 The
provisions, if any, for the issuance of fractional shares, or for the payment of
money or the issuance of scrip to stockholders otherwise entitled to a fraction
of a share and the percentage of outstanding shares affected
thereby:

      
        	
                No
      fractional shares will be issued as a result of the reverse split and all
      shares of the Common Stock held by a stockholder will be aggregated and
      any remaining fraction of a share will be rounded up to the next higher
      whole share.

              


      

      


      
        	
                7.                 Effective
      date of filing (optional):

              	 
      
	 
      	
                (must
      not be later than 90 days after the certificate is
  filed)

              


      

      
        	
                8.                 Officer
      Signature:

              	
                X
      

              	 
      	
                5/6/08

              
	 
      	
                Signature

              	 
      	
                Title

              


      

      


      IMPORTANT: Failure to include
any of the above information and submit the proper fees may cause this filing to
be rejected.

      


      
        	 
      	
                Nevada
      Secretary of State AM 78.209 2007

              
	
                This
      form must be accompanied by appropriate fees.

              	
                Revised
      01/01/2007

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      CONTINUATION SHEET
FOR

      CERTIFICATE OF CHANGE UNDER
NRS 78.209

      


      [Sections
3 and 4 of the Certificate of Change are continued below. For convenience, the
entire sections have been restated.]

      


      3.                 The
current number of authorized shares at the par value, if any, of each class or
series, if any, of shares before the change:

       

      
        	 	500,000,000 shares
      of Common Stock, par value $0.001 per share; 50,000,000 shares of
      Preferred Stock, par value $0.0001 per share, of which 7,500,000 shares
      are designated Series B Convertible Preferred Stock and 7,500,000 shares
      are designated Series C Convertible Preferred Stock.	 


      

       

      4.                 The
number of authorized shares and the par value, if any, of each class or series,
if any, of shares after the change:

       

      
        	 	      
                33,333,333
      shares of Common Stock, par value $0.015 per share; 50,000,000 shares of
      Preferred Stock, par value $0.0001 per share, of which 7,500,000 shares
      are designated Series B Convertible Preferred Stock and 7,500,000 shares
      are designated Series C Convertible Preferred
Stock.

              	 


      

      

      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 
      	
                STATE
      OF NEVADA

              	 
      
	
                ROSS
      MILLER

              	
                

              	
                SCOTT
      W. ANDERSON

              
	
                Secretary
      of State

              	
                Deputy
      Secretary

                For
      Commercial Recordings

              
	 
      	
                OFFICE
      OF THE

                SECRETARY
      OF STATE

              	 
      


      

      


      Certified
Copy

      


      May 6,
2008

      


      
        	
                Job
      Number:

              	
                C20080506-1036

              	 
      
	
                Reference
      Number:

              	
                00001849214-79

              	 
      
	
                Expedite:

              	 
      	 
      
	
                Through
      Date:

              	 
      	 
      


      

      


      The
undersigned filing officer hereby certifies that the attached copies are true
and exact copies of all requested statements and related subsequent
documentation filed with the Secretary of State’s Office, Commercial Recordings
Division listed on the attached report.

      


      
        	
                Document
      Number(s)

              	
                Description

              	 
      	
                Number
      of Pages

              
	
                20080314213-60

              	
                Stock
      Split

              	 
      	
                2
      Pages/1 Copies

              


      

      


      


      
        	
                

              	 	 
      	
                Respectfully,

              	 
      
	 	 	 	 
	 	 
      		 
      
	 	 
      	
                ROSS
      MILLER

              	 
      
	 	 
      	
                Secretary
      of State

              	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                By

              		 
      
	 	 
      	
                Certification
      Clerk

              	 
      


      

      


      


      Commercial
Recording Division

      202 N.
Carson Street

      Carson
City, Nevada 89701-4069

      Telephone
(775) 684-5708

      Fax (775)
684-7138